Background: The cell surface receptors CD4 and CCR5 bind CCR5-tropic HIV Envelope (Env) glycoprotein during virus attachment. These same receptors have signaling activities related to normal immune cell functions. We also know that Env binds to CCR5 present at high levels on CD4-negative γδ T cells where it signals through p38 MAP kinase to activate caspases and Fas-independent cell death. Here, we asked whether Env signaling through cellular receptors is responsible for death among uninfected CD4+/CCR5+ T cells and what are the effects of Env on CD4+/CCR5-negative cells that might impact HIV infection. The outcomes of Env binding are analyzed in terms of signal transduction and the effects on cell activation or cell death pathways. Results: Env binding to CD4 signals through Erk and Akt kinases. Activation of Erk/Akt suppresses p38 due to CCR5 binding, and allows cell survival. When CD4 signaling was blocked by soluble CD4 or protein kinase inhibitors, p38 activation and Fas-independent cell death were increased among uninfected CD4+ CCR5+ T cells. We also noted specific effects of CD4 signaling on CCR5-negative CD4 T cells in tonsil lymphocyte cultures. Exposure to CCR5-tropic HIV Env (BaL strain) increased expression of CXCR5, PD-1, Fas and FasL. Among CD4+/CCR5- T cells expressing high levels of CXCR5 and PD-1, there were substantial amounts of Fas-dependent cell death. Increased CXCR5 and PD-1 expression was blocked by soluble CD4 or specific inhibitors of the Akt kinase, showing a direct relationship between CD4 signaling, T cell activation and Fas-dependent cell death. Conclusions: Specific inhibition of Akt activation increased Env-dependent cell death of CCR5+ CD4 T cells. The same inhibitor, antibodies blocking the CD4 binding site on gp120, or soluble CD4 also prevented the increase in expression of CXCR5 or PD-1, and reduced the levels of Fas-dependent cell death. The Akt kinase and related signaling events, are key to cell survival that is needed for productive infection, and may be targets for the development of antivirals. Specific inhibitors of Akt would decrease productive infection, by favoring cell death during virus attachment to CD4+ CCR5+ target cells, and reduce immune activation to prevent Fas-dependent death of uninfected CXCR5+ PD-1+ CD4 T cells including T follicular helper cells that share this phenotype.